Scribd Store Terms of Use

Welcome to the Scribd , Inc. (hereafter referred to as "Scribd") content management platform consisting of the web sites located at www.scribd.com and other web sites, services and networks owned or controlled by Scribd that allow for the authorized distribution of digital content over the Internet (the "Scribd Platform"). The Scribd Platform allows certain users (“You” or collectively “Users”) to buy and sell certain User Content (as that term is defined in the Scribd Platform Terms of Use) as described herein (the “Scribd Store”).

By signing up for the Scribd Store or otherwise using or benefiting from the Scribd Store, You acknowledge that You have read, understood and agree to be bound by these Scribd Store Terms (the “Agreement”).

0. ELIGIBILITY

In order to use the Scribd Store, You must: (i) register for an account on the Scribd Platform (Your “Scribd Account”); (ii) be at least 18 years of age or older and, if You are using the Scribd Store on behalf of an organization, You must be an authorized representative of such organization with the authority to bind such organization to these terms and agree to these terms on behalf of such organization; and (iii) Your Scribd Account must be active and in good standing (among other things, this means that Your account cannot be restricted or suspended.).

Scribd reserves the right to refuse participation to any applicant or participant at any time in its sole discretion.

1. INCORPORATION BY REFERENCE

This Agreement is incorporated into and is subject to the Scribd Platform Terms of Use. Your use of the Scribd Platform is subject at all times to this Agreement, the API Terms of Service, and the Scribd Platform Terms of Use. For information regarding how Scribd collects, uses and discloses Your personal information, please see the Scribd Privacy Policy.

When using the Scribd Platform, You will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into this Agreement.

Capitalized terms not otherwise defined herein have the same meaning as in the Scribd Platform Terms of Use.

In the event of any conflict between this Agreement and the API Terms of Service, or the Scribd Platform Terms of Use, the terms of this Agreement shall take precedent.

2. CERTAIN RIGHTS OF SCRIBD.

Scribd will solely control the Scribd Store and all features and functionality thereof and will have the right to modify, change, or amend the same at all times, in its sole discretion. Scribd reserves the right to exercise whatever lawful means it deems necessary to prevent or rectify unauthorized use (including the distribution of unauthorized content) of the Scribd Store, including, but not limited to, technological barriers, IP mapping, directly contacting Your Internet Service Provider (ISP) regarding such unauthorized use, and seeking legal action against You. Scribd reserves the right to remove or delete any particular piece of User Content from the Scribd Platform at any time, at its sole discretion, without cause and without notice to You. If Scribd removes or deletes a particular piece of User Content that You have purchased, Scribd reserves the right to revoke Your purchase. If Scribd revokes your purchase, Scribd may provide a refund to You at Scribd’s sole discretion. If Scribd removes any particular piece of User Content that you have purchased, Scribd may provide (at Scribd’s sole discretion) to You a limited window of time in which to download such removed User Content.

3. PROHIBITED USES

In addition to the prohibited conduct described in the API Terms of Service, and the Scribd Platform Terms of Use, You hereby represent and warrant that You shall not, and shall not authorize or encourage any third party to:

(i) Share, copy, adapt, redistribute, reconfigure, modify, creative derivative works from, resell, profit from, or otherwise exploit any User Content purchased on or through the Scribd Store other than as permitted by Scribd; or

(ii) act in any way that violates any Guidelines, or any other agreement between Scribd and Yourself, or engage in any action or practice that disparages or devalues Scribd’s reputation or goodwill.

You acknowledge that any attempted or actual violation of any of the foregoing is a material breach of this Agreement and that Scribd may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

4. FEES.

4.1 Payments; No Reporting. In order to purchase User Content on or through the Scribd Store, a User must possess either a valid credit card or a PayPal account (https://www.paypal.com). Subject to the deductions and withholdings set forth in this Agreement, if a User purchases Your User Content on or through the Scribd Store, Scribd will remit to You eighty percent (80%) of the sale price, provided however that Scribd may deduct from the payments to be provided pursuant this Section $0.25 per sale for credit card fixed costs and/or $0.15 per sale if Adobe Digital Editions DRM is used. Payment shall be calculated solely based on records maintained by Scribd. No other measurements or statistics of any kind shall be accepted by Scribd or have any effect under this Agreement. Any payments to You hereunder shall be sent by Scribd within approximately thirty (30) days after the end of each calendar month. If Scribd owes You less than $20 for sold User Content within a given quarter, Scribd reserves the right, at its discretion, to roll Your revenue forward to the following quarter until $20 is reached. In the event the Agreement is terminated, Scribd shall pay any Your remaining earned balance to You within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated. The payments made under this Agreement to You may not be transferred or in any manner passed on to any third party by You. You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account.

4.2 Express Exemptions. Scribd shall not be liable for any payment if Your account information is not valid or up-to-date, or based on a result of any breach of this Agreement by You.

4.3 Chargebacks; Withheld Payments. Scribd reserves the right to charge back Your account for any of Your purchases if You breach of this Agreement (pending Scribd's reasonable investigation of any breach of this Agreement by You). In addition, Scribd reserves the right to withhold payment due to You for any amounts that Scribd decides to repay to Users in the event that Your User Content is removed from the site pursuant to Section 2 above and such Users are no longer able to access Your User Content for which they paid.

4.4 Tax Matters. You are solely responsible for determination and payment of any U.S. federal, state, local or foreign taxes including, but not limited to, any sales or use taxes, required to be collected or paid in connection with the transactions contemplated by this Agreement and You shall indemnify Scribd against any and all such Taxes. Scribd shall be entitled to deduct and withhold from any payments pursuant to this Agreement in such amounts as may be required to be deducted or withheld therefrom pursuant to any provision of U.S. federal, state, local or foreign tax law or any applicable legal requirement. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

(i) U.S. Taxpayers. If You are a U.S. taxpayer and receive payments from Scribd of $600 or more in a tax year, Scribd will issue You an Internal Revenue Service (“IRS”) Form 1099 reporting such payments. If requested by Scribd, You will need to complete and return via fax or mail an IRS Form W-9 (Request for Taxpayer Identification Number and Certification). If You receive payments from Scribd of less than $600 in a tax year, it is Your responsibility to report such payments to the IRS.

(ii) Non-U.S. Taxpayers. If You are a non-U.S. taxpayer and receive payments from Scribd, such payments shall be treated as royalty payments to You for U.S. federal income tax purposes and subject to withholding tax in an amount equal to 30% of such payment. You may be eligible for an exemption or for a reduced rate of withholding pursuant to an applicable tax treaty. If so, You must complete and submit a signed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for U.S. Tax Withholding) to Scribd and establish Your eligibility for such exemption or reduced rate of withholding.

4.5 No Other Fees; Dispute of Payments. Except as expressly set forth in Section 4.1, above, no other fees or royalties will be payable by Scribd under this Agreement in connection with the Scribd Store, or the provision of other materials or services under this Agreement. Scribd may change its pricing and/or payment structure at any time. If you dispute any payment made under the Scribd Store, you must notify Scribd in writing within thirty (30) days of any such payment; failure to so notify Scribd shall result in the waiver by you of any claim relating to any such disputed payment.

4.6 Withholding Payments; Special Circumstances. Scribd reserves the right to withhold payment from You if (i) Your User Content is removed by Scribd for any reason; (ii) Your Scribd Account is suspended or restricted or Your access to the Scribd Platform is disabled; (iii) You violate the API Terms of Service, or the Scribd Platform Terms of Use, including any applicable Guidelines; or (iv) Your User Content is the subject of allegations of infringement or other violations of law or the rights of third parties.

5. CONFIDENTIALITY

You agree not to disclose the Confidential Information of Scribd without Scribd’s prior written consent. For the purposes of this section, “Confidential Information” includes without limitation: (a) software, technology, specifications, guidelines, documentation or other materials relating to the Scribd Store; (b) rates or statistics relating the Scribd Store; and (c) any other information designated by Scribd as "confidential" or an equivalent designation, whether orally or in writing. You may accurately disclose the amount of Scribd’s gross payments to You pursuant to the Scribd Store.

6. TERM AND TERMINATION.

6.1 Term. The term of this Agreement will begin on the date You upload Your User Content for sale and will continue until terminated in accordance with the provisions set forth in this Section 7 (the “Term”).

6.2 Termination. Scribd may, at its discretion and without case, liability, or prior notice to You, immediately terminate this Agreement, Your Scribd Account, or suspend Your participation in the Scribd Store at any time. You may terminate this Agreement by providing Scribd with written notification of intended termination through electronic mail at: developers@scribd.com. This Agreement will be deemed terminated by You after fifteen (15) business days after Scribd’s receipt of such notification.

6.3 Effect of Termination. Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration.

6.4 Retiring User Content. If You chose to remove or delete Your User Content from the Scribd Store it will not be available to Users following the date of such removal or deletion (the “Deletion Date”). Notwithstanding the foregoing or anything else to the contrary in this Agreement, the API Terms of Service, and the Scribd Platform Terms of Use(including, withoutlimitation Section 11.3 thereof), Scribd may permit those Users that purchased Your User Content prior to the Deletion Date to continue to have access to Your User Content after the Deletion Date, and Scribd may continue to reproduce, display, host, and otherwise use such User Content as necessary to enable such access.

7. YOUR REPRESENTATIONS AND WARRANTIES

You hereby represent and warrant that:

(i) all of the information that You provide to Scribd under this Agreement is current and accurate;

(ii) You have all necessary right, power and authority to enter into and to perform under this Agreement;

(iii) You have not entered into any other agreement that is in conflict with the terms of this Agreement;

(iv) Your User Content does not violate any rights of any third party including intellectual property, publicity or other proprietary rights;

(v) You shall comply with all applicable laws and regulations;

(vi) no proceedings have been instituted by any third party against You or Your predecessors in title for the infringement of intellectual property rights in Your User Content; and

(vi) You have reviewed with Your own tax advisors the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. You are relying solely on such advisors and not on any statements or representations of Scribd or any of its agents. You understand that You (and not Scribd) shall be responsible for Your own tax liability that may arise as a result of the transactions contemplated by this Agreement.

8. INDEMNIFICATION

You agree to indemnify and hold harmless Scribd, and its parent, subsidiaries, affiliates or any related companies (including those which share substantially common ownership), its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of any of them from any and all claims, losses, obligations, damages, liabilities, costs or debt and expenses (including attorney’s fees) arising out, related to or which may arise from Your of (i) Your use or misuse of the Scribd Store; (ii) Your breach or other violation of this Agreement including any representations, warranties and covenants herein; or (iv) Your violation of the rights of any other person or entity. Scribd reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us and You agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Scribd. Scribd will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

9. DISCLAIMER; LIMITATION OF LIABILITY; LIMITATION OF DAMAGES.

Scribd makes no warranties, express or implied, including, without limitation, with respect to the Scribd Store or any other service, and expressly disclaims the implied warranties of merchantability, fitness for a particular purpose, noninfringement and implied warranties arising from a course of dealing or performance.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL SCRIBD OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE SCRIBD STORE, EVEN IF SCRIBD OR A SCRIBD AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL SCRIBD OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SCRIBD STORE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT RETAINED BY SCRIBD PURSUANT TO SECTION 4.1 ABOVE, IF ANY, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

10. FORCE MAJEURE

Neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

11. MISCELLANEOUS

Scribd may freely assign this Agreement at any time without notice to You. You may not transfer, sell, or assign Your rights or obligations under this Agreement and any attempt to do so shall be void ab initio. Subject to the foregoing, this Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors. This Agreement, including all agreements and Guidelines incorporated by reference herein, sets forth the entire agreement and understanding of the parties with respect to the subject matter hereto, and supersedes all prior and contemporaneous agreements relating thereto, written or oral, between the parties. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without reference to its choice of law doctrine. The parties agree that the federal and state courts in Santa Clara County, California will have exclusive jurisdiction and venue over this Agreement, and the parties hereby agree to submit to such jurisdiction and venue exclusively. The parties are independent contractors with respect to each other. This Agreement does not constitute and may not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. No party shall have any right to obligate or bind any other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third parties. Rights and remedies provided in this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity. Section or paragraph headings used in this Agreement are for reference purposes only, and may not be used in the interpretation hereof. All amendments of this Agreement must be made: (a) in writing and executed by both parties; (b) by Your online acceptance of updated terms or (c) by Your continued participation in the Scribd Store after such terms have been updated by Scribd. Scribd will always make a reasonable effort to notify You if we do change this Agreement. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect.

12. CUSTOMER SERVICE

For assistance with questions regarding this Agreement, You can send us an email at support@scribd.com. Responses to emails will be provided as soon as possible.